Sterling Metals Announces Closing of Private Placement of Flow-through Shares

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TORONTO, October 23, 2024 - Sterling Metals Corp. (TSXV:SAG)(OTCQB:SAGGF) ("Sterling" or the "Company") is pleased to announce that it has closed a non-brokered private placement through the issuance of 15,835,996 common shares in the capital of the Company issued on a flow-through basis (each, a "FT Share") at a price of $0.065 per FT Share for aggregate gross proceeds of $1,029,339.74 (the "Offering").

In connection with the Offering, the Company paid certain eligible persons (the "Finders") a cash commission of $63,838.23 equal to 7% of the gross proceeds of the Offering delivered by the Finders and issued 982,126 broker warrants (each, a "Broker Warrant") equal to 7% of the number of FT Shares delivered by the Finders pursuant to the Offering. Each Broker Warrant entitles the holder thereof to acquire one common share at a price of $0.065 per common share for a period of one (1) year from the closing of the Offering.

All securities issued pursuant to the Offering are subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. The closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange. The gross proceeds of the Offering received from the issuance of the FT Shares will be used to incur "Canadian exploration expenses" and will qualify as "flow-through mining expenditures", as such terms are defined in the Income Tax Act (Canada).

The Offering constituted a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as insiders of the Company subscribed for 846,000 FT Shares pursuant to the Offering. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation in the Offering by insiders does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Sterling Metals

Sterling Metals (TSXV:SAG and OTCQB:SAGGF) is a mineral exploration company focused on large scale and high-grade Canadian exploration opportunities. The Company is advancing the 24,000-hectare Copper Road Project in Ontario which has past production, and multiple breccia and porphyry targets strategically located near robust infrastructure and the 29,000-hectare Adeline Project in Labrador which covers an entire sediment-hosted copper belt with significant silver credits. Both opportunities have demonstrated potential for important new copper discoveries, underscoring Sterling's commitment to pioneering exploration in mineral rich Canada.

For more information, please contact:

Sterling Metals Corp.
Mathew Wilson, CEO and Director
Tel: (416) 643-3887
Email: info@sterlingmetals.ca
Website: www.sterlingmetals.ca

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release contains certain "forward-looking information" within the meaning of applicable securities laws. Forward looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.

SOURCE: Sterling Metals Corp.